¥100,000,000,000 Mizuho Financial (NYSE: MFG) buyback with full share cancellation

Rhea-AI Filing Summary

Mizuho Financial Group, Inc. plans to repurchase up to 25,000,000 shares of its common stock, described as up to 1.0% of total shares outstanding excluding treasury stock as of March 31, 2026. The aggregate repurchase amount is capped at ¥100,000,000,000, with purchases to occur from May 18, 2026 to August 31, 2026 through market purchases utilizing a trust method.

The company states this action aligns with its capital policy, which targets an optimal balance between capital adequacy, growth investment and shareholder returns, using a total payout ratio of 50% or more as a guide. All shares repurchased under this program are scheduled to be cancelled as of September 24, 2026, reducing the number of shares outstanding.

Insights

Bank capital and shareholder returns analyst

Mizuho launches capped share buyback with full cancellation.

Mizuho Financial Group authorizes repurchases of up to 25,000,000 common shares, with a maximum outlay of ¥100,000,000,000. The period runs from May 18, 2026 to August 31, 2026, using market purchases via a trust structure.

The group frames this within a capital policy balancing adequacy, growth investment and shareholder returns, guided by a total payout ratio of at least 50%. As of March 31, 2026, total shares outstanding excluding treasury stock were 2,438,523,296, and treasury stock totaled 51,325,298 shares.

All repurchased shares are scheduled for cancellation on September 24, 2026, which will lower the share count relative to this baseline. Actual impact will depend on how much of the authorized maximum is ultimately repurchased within the stated period.

Key Figures

Maximum shares to be repurchased: 25,000,000 shares Maximum repurchase amount: ¥100,000,000,000 Repurchase period: May 18, 2026 to August 31, 2026 +4 more

7 metrics

Maximum shares to be repurchased 25,000,000 shares Up to 1.0% of total shares outstanding excluding treasury stock as of March 31, 2026

Maximum repurchase amount ¥100,000,000,000 Cap on aggregate repurchase price for the buyback program

Repurchase period May 18, 2026 to August 31, 2026 Period during which market purchases utilizing trust method will be made

Shares outstanding excluding treasury 2,438,523,296 shares Baseline total shares outstanding as of March 31, 2026

Treasury stock 51,325,298 shares Treasury stock held by Mizuho Financial Group as of March 31, 2026

Scheduled cancellation date September 24, 2026 Date on which all repurchased shares are planned to be cancelled

Payout ratio guide 50% or more Total payout ratio used as a guide for shareholder returns policy

Key Terms

total payout ratio, treasury stock, Companies Act, trust method, +1 more

5 terms

total payout ratio financial

"using the total payout ratio of 50% or more as a guide"

treasury stock financial

"Total shares outstanding (excluding treasury stock) ... Treasury stock"

Treasury stock is shares that a company has bought back from the public and kept in its own control rather than retiring them. Think of it like a company holding its own tickets in a drawer: those shares no longer vote or receive dividends while held, but the company can reissue or retire them later; this reduces the number of shares available to outside investors and can boost per‑share earnings and influence ownership and stock price.

Companies Act regulatory

"pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act"

Companies Act is the primary law that sets the rules for forming, running and winding up corporations, covering directors’ duties, shareholder rights, financial reporting, audits and insolvency. For investors it matters because those rules determine how transparent and accountable a company must be, what protections shareholders have, and how risks are managed—think of the Act as a rulebook and referee that helps ensure fair play and reliable information for investment decisions.

trust method financial

"Repurchase method | Market purchase utilizing trust method"

forward-looking statements regulatory

"This immediate release contains statements that constitute forward-looking statements"

Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What share repurchase has Mizuho Financial Group (MFG) authorized on this 6-K?

Mizuho Financial Group authorized repurchases of up to 25,000,000 common shares. This is described as 1.0% of total shares outstanding excluding treasury stock as of March 31, 2026, under a maximum aggregate repurchase amount of ¥100,000,000,000.

What is the size of Mizuho Financial Group’s new buyback in yen?

The buyback authorizes purchases up to a total of ¥100,000,000,000. This cap limits how much cash the bank will deploy under the program, alongside a separate cap of 25,000,000 shares for repurchases during the authorization period.

Over what period will Mizuho Financial Group (MFG) conduct the share repurchase?

Mizuho plans to conduct the share repurchase from May 18, 2026 to August 31, 2026. Purchases will be made as market purchases utilizing a trust method, giving the company flexibility in timing and execution within this defined window.

What will Mizuho Financial Group do with the repurchased shares?

Mizuho Financial Group plans to cancel all common stock repurchased under this program. The scheduled cancellation date is September 24, 2026, meaning the repurchased shares will be retired, reducing the number of shares outstanding relative to current levels.

How does this buyback align with Mizuho Financial Group’s shareholder return policy?

Mizuho links the buyback to a capital policy balancing capital adequacy, growth investment and shareholder returns. It targets progressive dividend increases and flexible, intermittent buybacks, using a total payout ratio of 50% or more as a guide for overall shareholder distributions.

What are Mizuho Financial Group’s current shares outstanding and treasury stock levels?

As of March 31, 2026, Mizuho Financial Group reports 2,438,523,296 shares outstanding excluding treasury stock. Treasury stock amounted to 51,325,298 shares, providing context for the potential scale of the new buyback relative to the existing share base.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of May 2026

Commission File Number 001-33098

Mizuho Financial Group, Inc.

(Translation of registrant’s name into English)

5-5, Otemachi 1-chome

Chiyoda-ku, Tokyo 100-8176

Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F ☒ Form 40-F ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE INTO THE PROSPECTUS FORMING A PART OF MIZUHO FINANCIAL GROUP, INC.’S REGISTRATION STATEMENT ON FORM F-3 (FILE NO. 333-282497) AND TO BE A PART OF SUCH PROSPECTUS FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

				Date: May 15, 2026 Mizuho Financial Group, Inc.
				By:		/s/ Makoto Samejima
				Name:		Makoto Samejima
				Title:		Senior Managing Corporate Executive / Group CFO

May 15, 2026

		Company Name		: Mizuho Financial Group, Inc.
		Representative		: Masahiro Kihara, President and Group CEO
		Head Office		: 1-5-5 Otemachi, Chiyoda-ku, Tokyo
		Code Number		: 8411 (Prime Market of Tokyo Stock Exchange)

Notice Regarding Repurchase and Cancellation of Our Common Stock

(Repurchase of our common stock pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act, in accordance with the provisions of Article 459, Paragraph 1 of the Companies Act and the Articles of Incorporation of Mizuho Financial Group, Inc., and cancellation of repurchased common stock pursuant to Article 178 of the Companies Act)

Mizuho Financial Group, Inc. (“MHFG”) hereby announces that its Board of Directors resolved today to repurchase its common stock pursuant to the provisions of Article 156, Paragraph 1 of the Companies Act of Japan (“Companies Act”) and in accordance with the provisions of Article 459, Paragraph 1 of the Companies Act and Article 47 of its Articles of Incorporation, and cancel the repurchased common stock pursuant to Article 178 of the Companies Act.

1. Reason for the Repurchase of Common Stock

MHFG maintains a capital policy pursuing the optimal balance between capital adequacy, growth investment and enhancement of shareholder returns. Based on this initiative, MHFG set forth its shareholder return policy of keeping progressive increase of dividends per share, while executing flexible and intermittent share buybacks. In accordance with this policy, we decided share buybacks, based on our business results, capital adequacy, our stock price and the opportunities for growth investment, using the total payout ratio of 50% or more as a guide.

2. Outline of Repurchase

(1) Stock to be repurchased		MHFG common stock
(2) Aggregate shares to be repurchased		Up to a maximum of 25,000,000 shares (1.0% of total shares outstanding excluding treasury stock as of March 31, 2026)
(3) Aggregate amount of repurchase price		Up to a maximum of ¥100,000,000,000
(4) Repurchase period		From May 18, 2026 to August 31, 2026
(5) Repurchase method		Market purchase utilizing trust method

3. Outline of Cancellation

(1) Type of stock to be cancelled:		MHFG common stock
(2) Number of shares to be cancelled:		All of the common stock repurchased as stated in item 2 above
(3) Scheduled cancellation date:		September 24, 2026

* The actual number of shares to be cancelled will be announced after completion of the repurchase as stated in item 2 above.

(Reference) Treasury Stock held by MHFG as of March 31, 2026

Total shares outstanding (excluding treasury stock)		2,438,523,296 shares
Treasury stock		51,325,298 shares

End of document

This immediate release contains statements that constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995, including estimates, forecasts, targets and plans. Such forward-looking statements do not represent any guarantee by management of future performance. Factors that could affect our financial condition and results of operations are included in “Item 3.D. Key Information—Risk Factors” and “Item 5. Operating and Financial Review and Prospects” in our most recent Form 20-F filed with the U.S. Securities and Exchange Commission (“SEC”), which is available in the Financial Information section of our web page at www.mizuhogroup.com and also at the SEC’s web site at www.sec.gov. We are under no obligation, and disclaim any obligation, to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by the rules of the Tokyo Stock Exchange.